EXHIBIT 10.69  







SECURITY AGREEMENT  



        THIS
SECURITY AGREEMENT (“Agreement”) is dated as of June 18, 2004 and is entered
into by and between Brooklyn Holdings, LLC, a Nevus limited liability company
(“Secured Party”) and Neptune Society of America, Inc., a California corporation
(“Grantor”) pursuant to a Guarantee Agreement dated June 18, 2004 (the
“Guarantee Agreement”) between Secured Party and Grantor. 



        In
consideration of the benefits accruing to the Grantor, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor
hereby agrees with Secured Party as follows: 



        
1.    Definitions.
Whenever used herein the following terms shall have the           following meanings:  



     
              
(a)    “Debenture” shall mean the convertible debenture issued by The Neptune
          Society, Inc. (“Society”), which is the sole shareholder of Neptune
          Society of America, Inc., under that certain Debenture Purchase Agreement dated
          June 18, 2004 between Secured Party and Society. 



     
              
(b)    
          “Guarantee” shall mean the guarantee by Grantor, as set forth in the
          Guarantee Agreement, of all of Grantor’s obligations under the Debenture. 



     
              
(c)    
          “Obligations” shall mean any and all indebtedness, obligations and
          liabilities from time to time owing by Grantor to Secured Party under the
          Debenture and the Guarantee. 



     
              
(d)    
          “Pledged Stock” shall mean all of the issued and outstanding shares of
          common stock of Neptune Management Corp., a California corporation wholly owned
          by Grantor and Heritage Alternatives, Inc. a California corporation wholly owned
          by Grantor, including all dividends, cash, securities, warrants, rights,
          instruments and other property or proceeds from time to time received,
          receivable, paid, payable or otherwise distributed with respect to or in
          exchange for any or all such stock. 



        2.       Grant
of Security. Grantor hereby assign and pledges to Secured Party and           hereby
irrevocably grants to Secured Party a continuing first priority security
          interest in and mortgage of copyright on the collateral set forth in Exhibit
          A attached hereto and by this reference incorporated herein (the
          “Collateral”) and the proceeds thereof. Grantor further hereby
          delivers, sets over, transfers, pledges, grants a security interest in and
          assigns to Secured Party all of its right, title and interest in and to the
          Pledged Stock, and any proceeds thereof to be held by Secured Party upon the
          terms and conditions set forth in this Agreement.  


























        
3.    Representations
and Warranties. Grantor represents and warrants as           follows:  



     
              
(a)    
          The principal place of business and principal executive office where Grantor
          keeps its records concerning the Collateral is located at 4312 Woodman Avenue,
          Third Floor, Sherman Oaks, CA 91423. 



     
              
(b)    
          This Agreement creates and grants to Secured Party (upon filing of requisite
          financing statements) a valid and perfected first priority security interest in
          the Collateral, securing the full and prompt payment and performance of all the
          Obligations. 



     
              
(c)    
          As of the date of this Agreement, Grantor is a California corporation, duly
          organized, validly existing and in good standing. The name of Grantor is as set
          forth on the signature page hereto. 



     
              
(d)    
          Grantor has full power and authority to execute, deliver and perform its
          obligations under this Agreement, and the persons who sign this Agreement on
          behalf of Grantor are duly authorized to bind Grantor to the terms hereof. 



     
              
(e)    
          This Agreement and the transactions contemplated therein are duly authorized,
          executed and delivered, and constitute valid and binding obligations of Grantor
          enforceable against Grantor in accordance with their terms. 



     
              
(f)    
          This Agreement and the transactions contemplated herein do not conflict with and
          will not cause acceleration of any other agreement by which Grantor or its
          assets are bound. 



     
              
(g)    
          Grantor understands that the representations set forth in this section form a
          material basis of Secured Party’s decision to accept this Agreement.
          Grantor represents, warrants and covenants that it shall not take any action
          which directly or indirectly circumvents the representations set forth herein.
          Grantor shall provide to Secured Party as promptly as possible, upon
          receipt of a written request from Secured Party, financial information about it
          as prepared by Grantor in the ordinary course. 



        
4.    Further
Assurances and Covenants.  



     
              
(a)    
          Grantor authorizes the Secured Party to file initial financing statements, and
          amendments of financing statements, covering the Collateral and any property
          that becomes Collateral as identifiable proceeds of Collateral. 



     
              
(b)    
          Grantor agrees that from time to time, at the expense of Grantor, Grantor will
          promptly execute and deliver all further instruments and documents, and take all 














2 
























further action, that may be necessary
or desirable, or that Secured Party may request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any Collateral or
Pledged Stock. Without limiting the generality of the foregoing, Grantor will (i) at the
request of Secured Party, mark conspicuously the Collateral and its records pertaining
thereto, and the Pledged Stock, with a legend, in form and substance satisfactory to
Secured Party, indicating that the Collateral and Pledged Stock are subject to the
security interest granted hereby; and (ii) execute such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as Secured Party may request, in order to perfect and preserve
the security interests granted or purported to be granted hereby, including without
limitation, mortgages, liens or other instruments evidencing the security interest of
Secured Party hereunder in the present or future trademarks, service marks, copyrights or
other intellectual property rights of Grantor. 



     
              
(c)    
          Grantor will furnish to Secured Party from time to time statements and schedules
          further identifying and describing the Collateral and such other reports in
          connection with the Collateral as Secured Party may request, all in reasonable
          detail, and Grantor hereby agrees that Secured Party or Secured Party’s
          agents may enter upon Grantor’s premises at any reasonable time and from
          time to time for the purpose of inspecting the Collateral and records pertaining
          thereto. 



     
              
(d)    
          Without giving Secured Party at least thirty (30) days prior notice, Grantor
          will not (i) make any change in its corporate name, or (ii) conduct its business
          operations under any fictitious business name or trade name not set forth in
          Subsection 3(d), or (iii) move the principal place of business, principal
          executive office of Grantor or the office where Grantor keeps its records
          concerning the Collateral. 



     
              
(e)    
          Without the express written consent of Secured Party, Grantor shall not sell,
          assign (by operation of law or otherwise) or otherwise dispose of, or grant any
          option with respect to, any of the Pledged Stock and shall not create or permit
          to exist any lien upon or with respect to any of the Pledged Stock, except for
          security interests permitted under the terms of the Debenture. 



     
              
(f)    
          Grantor will not seek or permit redemption of the Pledged Stock. 



     
              
(g)    
          Grantor shall not make any disposition of the Collateral without the consent of
          Secured Party, except in the ordinary course of its business. 



     
              
(h)    
          Between the date of execution of this Agreement and the time of perfecting the
          security interest herein, Grantor will not cause any effective financing
          statement or mortgage of copyright or other instrument similar in effect
          covering all or any part of the Collateral or Pledged Stock to be filed in any
          recording office, except such as may have been 
















3 




























filed in favor of Secured Party
relating to this Agreement or as permitted under the terms of the Debenture. 



        
5.    Maintenance
of Collateral and Related Matters. Grantor shall:  



     
              
(a)    
          Keep all physical items of the Collateral at the place therefor specified in
          Subsection 3(a) or, upon thirty (30) days prior notice to Secured Party, at such
          other places in jurisdictions where all action required by Section 4 shall have
          been taken with respect to the Collateral. 



     
              
(b)    
          Comply with all laws, statutes, rules and regulations governing or relating to
          the Grantor and cause the Collateral to be maintained and preserved in the same
          condition, repair and working order as when acquired (other than repairs or
          refurbishing by Grantors), ordinary wear and tear excepted, and in accordance
          with any manufacturer’s manual, and shall forthwith, or in the case of any
          loss or damage to any of the Collateral as quickly as practicable after the
          occurrence thereof, make or cause to be made all repairs, replacements, and
          other improvements in connection therewith which are necessary or desirable to
          such end. Grantors shall promptly furnish to Secured Party a statement
          respecting any loss or damage to any of the Collateral. 



     
              
(c)    
          Pay promptly when due all taxes, assessments and governmental charges or levies
          imposed upon, and all claims (including claims for labor, materials and
          supplies) against the Collateral. 



     
              
(d)    
          Maintain, at its own expense, insurance against loss or damage to the Collateral
          (including liability insurance) in such amounts, against such risks, in such
          form, and with such insurers, as shall be satisfactory to Secured Party from
          time to time. 



     
              
(e)    
          Maintain proceeds obtained from the sale of pre-need contracts strictly in
          accordance with applicable statutes, rules and regulations, and no trust monies
          obtained from the sale of pre-need contracts shall be sold or securitized or
          moved to any institution, other than an institution maintaining such monies
          immediately prior to the date of this Agreement, without the written consent of
          the Holder, which consent shall not be unreasonably withheld; provided
          however that the Holder shall be deemed to have consented to such
          transaction if the Holder fails to respond in writing within seven (7) days of
          the receipt of a request for such consent by the Corporation. 



     
              
(f)    
          Provide access to Secured Party to audit Grantor’s books and records during
          business hours upon reasonable notice to Grantor. 














4 


























     
              
(g)    
          Take good faith steps to protect and preserve all trade names and copyright
          included in the Collateral, including, without limitation, the enforcement of
          any claims for infringement. 



     
              
(h)    
          Not enter into any license or other transfer of all trade names, servicemarks,
          trademarks or copyrights included in the Collateral, without the prior written
          consent of Secured Party which consent shall not be unreasonably withheld,
          provided that no such consent shall be required to enter into a license thereof
          to an affiliated entity controlling, controlled by or under common control with
          Grantor so long as the licensee thereunder remains so affiliated. 



         
6.    
          Grantor’s Rights Prior to Default. Unless an Event of Default (as
          defined below), shall have occurred and be continuing: 



     
              
(a)    
          Grantor may exercise any and all voting rights with respect to the Pledged
          Stock, except that Grantor may not exercise any such rights in any manner which
          may hinder, damage, compromise, limit or otherwise be inconsistent with the
          grant of the security interest made hereby and the rights granted to Secured
          Party hereunder. 



     
              
(b)    
          All cash dividends payable with respect to the Pledged Stock shall be paid to
          Grantor, its affiliates, subsidiaries or successors. The Secured Party shall be
          entitled to receive directly, and to retain as part of the Pledged Stock, other
          or additional stock or securities or property (other than cash) paid or
          distributed by way of dividend, stock-split, spin-off, split-up,
          reclassification, combination of shares or similar corporate rearrangement in
          respect of the Pledged Stock, or by way of or by reason of any consolidation,
          merger, exchange of stock, conveyance of assets, liquidation or similar
          corporate reorganization. 



        
7.    Events
of Default. Any one or more of the following shall be an           “Event of
Default” hereunder:  



     
              
(a)    
          There shall occur a Default Event under the Debenture or under the Guarantee,
          which is not cured within 30 days after written notice of default is delivered
          to the Grantor. 



     
              
(b)    
          Grantor shall breach in any material respect any term, provision, warranty or
          representation under this Agreement, which is not cured within 30 days after
          written notice of default is delivered to the Grantor. 



     
              
(c)    
          If Grantor should be unable to pay its debts as they mature; or should make an
          assignment for the benefit of creditors or to an agent authorized to liquidate
          any substantial amount of its properties or assets, or should file a voluntary
          petition in bankruptcy or 
















5 




























seeking reorganization or to effect a
plan or other arrangement with creditors; or should file an answer admitting the
jurisdiction of any court and the material allegations of an involuntary petition filed
pursuant to any Act of Congress relating to bankruptcy or reorganization; or should join
in any such petition for an adjudication or for a reorganization or other arrangement; or
should become or be adjudicated a bankrupt; or should apply for or consent to the
appointment of or consent that an order be made appointing any receiver or trustee for
itself or for any of its properties, assets or business; or if an order should be entered
pursuant to any Act of Congress relating to bankruptcy or reorganization; or if a receiver
or a trustee should be appointed for all or a substantial part of its properties, assets
or business. 



     
              
(d)    
          If any warrant of attachment, execution or other writ shall be issued or levied
          upon any of the Collateral or Pledged Stock, and such attachment, execution or
          other writ shall remain undischarged and unstayed for a period in excess of
          thirty (30) days or Grantor shall fail to post (or cause to be posted) an
          indemnity bond for the maximum liability pursuant to any such attachment,
          execution or other writ. 



     
               
(e)    
          Grantor shall voluntarily or involuntarily discontinue business. 



     
               
(f)    
          Should any statements, schedules or other documents furnished by Grantor to
          Secured Party prove false or incorrect in any material respect as at the time
          such statements, schedules or other documents were furnished by Grantor to
          Secured Party. 



     
               
(g)    
          Other than as the result of any action or omission of Secured Party, there is a
          material impairment of the priority of Secured Party’s security interest in
          the Collateral or the Pledged Stock. 



     
               
(h)    
          Should Grantor sell, transfer, assign or otherwise dispose of, in one or more
          transactions (i) all or substantially all of its assets; or (ii) all or a
          substantial portion of the business operations of Grantor without the written
          consent of the Secured Party. 



        
8.    Secured
Party Appointed Attorney-in-Fact. Grantor hereby irrevocably           appoints
Secured Party as Grantor’s attorney-in-fact, with full authority           in the
place and stead of Grantor and in the name of Grantor, Secured Party or
          otherwise, from time to time in Secured Party’s discretion upon the
          occurrence and during the continuance of an Event of Default, to take any
action           and to execute any instrument which Secured Party may deem necessary or
          advisable to accomplish the purposes of this Agreement.  



        
9.    Secured
Party May Perform. If Grantor fails to perform any agreement           contained
herein, Secured Party may itself perform, or cause performance of,           such
agreement, and the expenses so incurred in connection therewith shall be
          payable by the Grantor under Section 13(b) hereof.  

















6 


































        
10.    Secured
Party’s Duties. The powers conferred on Secured Party           hereunder are
solely to protect its interest in the Collateral and Pledged Stock           and shall
not impose any duty upon it to exercise any such powers. Except for           the safe
custody of any Collateral in Secured Party’s possession and the           accounting
for moneys actually received by it hereunder, Secured Party shall           have no duty
as to any Collateral or as to the taking of any necessary steps to           preserve
rights against prior parties or any other rights pertaining to any           Collateral
or the Pledged Stock.  



        
11.    Remedies.
If any Event of Default shall have occurred and be continuing:  



     
               
(a)    
          Secured Party may, at its election, and as hereby authorized by Grantor,
          exercise in respect of the Collateral and Pledged Stock, in addition to other
          rights and remedies provided for herein or otherwise available to it, all the
          rights and remedies of a secured party on default under the Uniform Commercial
          Code of the State of California (or other applicable Uniform Commercial Code)
          (collectively, the “Code”) (whether or not the Code applies to the
          affected Collateral) and also may: 



     
               
        (i)    
          require Grantor to, and Grantor hereby agrees that it will at its expense and
          upon request of Secured Party forthwith, assemble all or part of the Collateral
          as directed by Secured Party and make it available to Secured Party at a place
          to be designated by Secured Party which is reasonably convenient to both
          parties; 



     
               
        
(ii)    
          without notice or demand or legal process, enter upon any premises of Grantor
          and take possession of the Collateral; 



     
               
        
(iii)    
          without notice except as specified below, sell the Collateral or any part
          thereof in one or more parcels at public or private sale, at any of Secured
          Party’s offices or elsewhere, at such time or times, for cash, on credit or
          for future delivery, and at such price or prices and upon such other terms as
          Secured Party may deem commercially reasonable. Grantor agrees that, to the
          extent notice of sale shall be required by law, at least five days’ notice
          to Grantor of the time and place of any public sale or the time after which any
          private sale is to be made shall constitute reasonable notification. At any sale
          of the Collateral, if permitted by law, Secured Party may bid (which bid may be,
          in whole or in part, in the form of cancellation of indebtedness) for and
          purchase the Collateral or any portion thereof for the account of Secured Party.
          Secured Party shall not be obligated to make any sale of Collateral regardless
          of notice of sale having been given. Secured Party may adjourn any public or
          private sale from time to time by announcement at the time and place fixed
          therefor, and such sale may, without further notice, be made at the time and
          place to which it was so adjourned; 




               
        (iv)    receive
all cash dividends otherwise payable under Section 6 hereof to Grantor; 



     
               
        (v)    
          exercise all voting rights with respect to the Pledged Stock; and 














7 






























     
               
        
(vi)    
          transfer and register all or any part of the Pledged Stock into the Secured
          Party’s name or the name of its nominee or nominees; 



     
               
(b)    
          All cash proceeds received by Secured Party in respect of any sale of,
          collection from, or other realization upon all or any part of the Collateral may
          only be held by Secured Party as collateral for, and/or then or at any time
          thereafter applied (after payment of any amounts payable to Secured Party
          pursuant to Section 13 hereof) in whole or in part by Secured Party against all
          or any part of the Obligations, as it sees fit. Any surplus of such cash or cash
          proceeds held by Secured Party and remaining after payment in full of all of the
          Obligations shall be paid over to the Grantor or to whomsoever may be lawfully
          entitled to receive such surplus. 



     
               
(c)    
          Secured Party may, at its election, and as hereby authorized by Grantor, require
          Grantor forthwith to account for and transmit to Secured Party in the same form
          as received all proceeds (other than physical property) of collection of
          accounts received by Grantor and, until so transmitted, to hold the same in
          trust for the Secured Party and not commingle such proceeds with any other funds
          of Grantor. 



     
               
(d)    
          Secured Party may, at its election, and as hereby authorized by Grantor, ship,
          reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
          for sale and sell (in the manner provided for herein) the Collateral. 



     
               
(e)    
          Secured Party’s rights and remedies under this Agreement shall be
          cumulative. Grantor hereby agrees that all of the foregoing may be effected
          without demand, advertisement or notice (except as otherwise provided herein or
          as may be required by law), all of which (except as otherwise provided) are
          hereby expressly waived, to the extent permitted by law. Secured Party shall not
          be obligated to do any of the acts hereinabove authorized, but in the event that
          Secured Party elects to do any such act, Secured Party shall not be responsible
          to the Grantor under any circumstance. Secured Party shall have all other rights
          and remedies not inconsistent herewith as provided under the Code, by law, or in
          equity. No exercise by Secured Party of one right or remedy shall be deemed an
          election, and no waiver by Secured Party of any default on Grantor’s part
          shall be deemed a continuing waiver. No delay by Secured Party in enforcing any
          right or remedy hereunder shall constitute a waiver, election or acquiescence by
          it. 



        
12.    Amendments.
No amendment or waiver of any provision of this Agreement,           nor consent to any
departure by the Grantor herefrom, shall in any event be           effective unless the
same shall be in writing and signed by Secured Party, and           then such waiver or
consent shall be effective only in the specific instance and           for the specific
purpose for which given.  

















8 






























        
13.    Indemnity
and Expenses.  



     
               
(a)    
          Grantor agrees to defend, indemnify and hold harmless Secured Party from and
          against any and all claims, losses and liabilities arising out of, resulting
          from or relating to this Agreement, any of the Collateral, any of the
          Obligations secured thereby, or any of the transactions contemplated by this
          Agreement, except claims, losses or liabilities resulting from Secured
          Party’s gross negligence or willful misconduct. 



     
               
(b)    
          Grantor will upon demand pay to Secured Party (in the manner provided in Section
          16 hereof) the amount of any and all expenses, including the reasonable fees and
          disbursements of counsel and of any experts and agents, which Secured Party may
          incur in connection with (i) the administration of this Agreement and the
          transactions contemplated by the foregoing; (ii) the custody, preservation, use
          or operation of, or the sale of, collection from, or other realization upon, any
          of the Collateral; (iii) the exercise, enforcement or protection of any of the
          rights under this Agreement and the transactions contemplated by the foregoing;
          or (iv) the failure by Grantors to perform or observe any of the provisions
          hereof. 



        
14.    Notices.
All notices required or permitted hereunder shall be in writing           and shall be
deemed effectively given: (i) upon personal delivery to the party           to be
notified; (ii) when sent by confirmed telex or facsimile if sent during           normal
business hours of the recipient, if not, then on the next business day;           (iii)
five (5) days after having been sent by registered or certified mail,           return
receipt requested, postage prepaid; or (iv) one (1) business day after           deposit
with a nationally recognized overnight courier, special next day           delivery, with
verification of receipt. All communications shall be sent:  




	  	
to the Grantor at: 






	  	
Neptune Society of America, Inc.

4312 Woodman Avenue, Third Floor

Sherman Oaks, CA 91423

facsimile (818) 953-9844

Attention:  Marco Markin 






	  	
with a copy to: 






	  	
Dorsey & Whitney, LLP

1420 Fifth Avenue, Suite 3400

Seattle, WA  98101

facsimile (206) 903-8820

Attention:  Kenneth Sam 



















9 



































	  	
to Secured Party, at: 






	  	
Brooklyn Holdings, LLC

____________________ 






	  	
with a copy to: 






	  	
Swidler Berlin Shereff Friedman, LLP

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

facsimile  (212) 891-9598

Attention: Morris Orens 









or at such other address as the
Grantor or Secured Party may designate by ten (10) days advance written notice to the
other parties hereto. 



        
15.    Continuing
Security Interest; Transfer. This Agreement shall create a           continuing
security interest in the Collateral and Pledged Stock and shall (i)           remain in
full force and effect until payment in full of all amounts owing under           the
Obligations and this Agreement (ii) be binding upon Grantor, its successors           and
assigns and (iii) inure to the benefit of Secured Party and its successors,
          transferees and permitted assigns. Upon the payment and satisfaction in full of
          all of the Obligations, the security interest granted hereby shall terminate
and           all rights to the Collateral and the Pledged Stock shall revert to Grantor.
Upon           any such termination, Secured Party will, at Grantor’s expense,
execute and           deliver to Grantor such documents as Grantor shall reasonably
request to           evidence such termination, and return any Collateral and Pledged
Stock in its           possession.  



        
16.    Manner
of Payments. Secured Party shall provide Grantor with payment           instructions,
including bank accounts and wire transfer instructions, for any           payments owed
under the Obligations.  



        
17.    Return
of Payment. Grantor hereby agrees that if at any time all or any           part of
any payment theretofore paid by Grantor and applied by Secured Party           under any
of the Obligations is returned by Secured Party for any reason           whatsoever
(including, without limitation, the insolvency, bankruptcy,           reorganization or
assignment for the benefit of creditors of Grantor) such           Obligations, for the
purpose of this Agreement, to the extent that such payment           is returned, shall
be deemed to have continued in existence, notwithstanding           such application by
Secured Party, and this Agreement shall continue to be           effective or be
reinstated, as the case may be, as to such Obligations, all as           though such
application by Secured Party had not been made.  

















10 





























        
18.    General Provisions.  



     
               
(a)    
          This Agreement shall bind and inure to the benefit of the respective successors
          and permitted assigns of each of the parties. Grantor may not assign its rights
          and obligations under this Agreement to a third party, except upon the prior
          written consent of Secured Party, given or withheld in its sole and absolute
          discretion. 



     
               
(b)    
          Section headings and section numbers have been set forth herein for convenience
          only. 



     
               
(c)    
          In the event that any one or more of the provisions of this Agreement shall be
          declared to be illegal or unenforceable under any law, rule or regulation, such
          illegality or unenforceability shall not affect the validity and enforceability
          of the other provisions of this Agreement. 



     
               
(d)    
          This Agreement and the documents provided hereunder constitute the entire
          agreement and understanding of the parties hereto with respect to the subject
          matter of this Agreement, and supersede all prior discussions, agreements and
          understandings between the parties with respect thereto. 




               
(e)    
This Agreement shall be governed by and construed in accordance with the laws of the State
of California without regard to the conflict of laws provisions thereof. 




               
(f)    
     The failure of either party hereto to enforce at any time any of the provisions
hereof shall not be construed to be a waiver of such provisions or of the right of such
party thereafter to enforce any such provisions.  




               
(g)    
     No provision of this Agreement shall be construed against or interpreted to the
disadvantage of either party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or dictated
such provision.  




               
(h)    
     Grantor waives demand, notice, protest, notice of acceptance of this Agreement or
other action taken in reliance hereon and any and all other demands and notices of any
description.  




               
(i)    
     Grantor agrees that it shall deliver to Secured Party on or before the effective
date of this Agreement evidence of corporate authority and due execution in form and
substance reasonably acceptable to Secured Party.  
















11 
































     
               
(j)    
          Further Assurances: Each party to this Agreement covenants and agrees
          that from time to time it will, at the request and expense of the requesting
          party, execute and deliver all such documents and do all such other acts and
          things as any other party to this Agreement, acting reasonably, may from time to
          time request be executed or done in order to better evidence or perfect or
          effectuate the transactions contemplated in this Agreement. 





        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth above. 








THE NEPTUNE SOCIETY, INC. 







By:  
            
            
            
            

         Name:    Marco Markin

         Title:  Chief Executive Officer  




BROOKLYN HOLDINGS LLC:



By:  
            
            
            
            

         Name:    

         Title:  












12 





























EXHIBIT A 




DESCRIPTION OF
COLLATERAL 



         (a)       
          All contracts whether now existing or hereafter entered into between Debtor and
          any other party for the provision of cremation services at the time of death
          (“Neptune Pre-Need Contracts”); 



         (b)       
          All funds paid by individuals pursuant to the Neptune Pre-Need Contracts
          including those funds required to be trusted; 



         (c)       
          All machinery, electrical and electronic components, equipment, fixtures,
          furniture, office machinery, computers, vehicles, boats, trailers, implements
          and other tangible personal property of every kind and description now owned or
          hereafter acquired by Debtor and all goods of like kind or type hereafter
          acquired by Debtor in substitution or replacement thereof, and all additions and
          accessions thereto (collectively hereinafter referred to as the
          “Equipment”) and all rents, proceeds and products of the Equipment
          including, without limitation, the rights to insurance covering the Equipment; 



         (d)       
          The following personal property, whether now owned or hereafter acquired: (i)
          all inventions, processes, formulae, licenses, patents, patent rights,
          copyright, including the Neptune Society Information Book, trademarks, trademark
          rights, service marks, service mark rights, trade names, trade name rights,
          logos, indicia, corporate and company names, business source or business
          identifiers and renewals and extensions thereof, domestic and foreign, whether
          now owned or hereafter acquired, and the accompanying goodwill; and (ii) the
          right (but not the obligation) to register claims under trademark or patent and
          to renew and extend such trademarks or patents and the right (but not the
          obligation) to sue in the name of Debtor or in the name of Secured Party for
          past, present or future infringement of trademark or patent; and 



         (e)       
          All cash and cash equivalents of Debtor and all drafts, checks, certificates of
          deposit, notes, bills of exchange and other writings which evidence a right to
          the payment of money and are not themselves security agreements or leases and
          are of a type which is in the ordinary course of business transferred by
          delivery with any necessary endorsement or assignment whether now owned or
          hereafter acquired; 



         (f)       
          All of the issued and outstanding shares of common stock of Neptune Management
          Corp., a California corporation, wholly owned by Grantor, and any additional
          common stock issued by Neptune Management Corp., including all dividends, cash,
          securities, warrants, rights, instruments, and other property or proceeds from
          time to time received, receivable, paid, payable, or otherwise distributed with
          respect to or in exchange for any or all such stock; 



         (g)       
          All of the issued and outstanding shares of common stock of Heritage
          Alternatives, Inc., a California corporation, wholly owned by Grantor, and any
          additional common stock issued by Heritage Alternatives, Inc., including all
          dividends, cash, securities, 




























warrants, rights, instruments, and
other property or proceeds from time to time received, receivable, paid, payable, or
otherwise distributed with respect to or in exchange for any or all such stock; and 



         (h)       
          To the extent not included in the items described in subsections (a) through (g)
          above, all accounts, contract rights, general intangibles, documents,
          instruments, chattel paper, goods, inventory and equipment now owned or
          hereafter acquired by Debtor, and the proceeds and products thereof.